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RALEIGH, NC - North Carolina State’s Industry Expansion Solutions (IES) held its first annual mfgCON on October 20th and 21st. The conference focused on manufacturing innovation and hosted over 350 attendees. Revolution Law was proud to sponsor the inaugural event and engage with leadership of North Carolina manufacturers.

IES’s mfgCON 2015 brought together manufacturers, academics, manufacturing service providers, and local and state government representatives together to collaborate and share resources on manufacturing innovation. The conference featured manufacturers and companies supporting manufacturers in a myriad of industries from aerospace and defense to consumer products to building and construction. Attendees heard from subject matter experts on developing markets, actionable ideas for improvement, emerging technologies and trends in manufacturing, advanced talent management and workforce development, and sustainably-minded manufacturing. The breakout sessions allowed attendees to discuss hot topics with subject matter experts in the manufacturing industry.

Revolution Law had the opportunity to speak with manufacturers over the course of two days and learn more about their business and how innovation and technology is changing their operations. Revolution Law founder, Henry Kopf said “Attending and taking part in events like mfgCON is part of Revolution Law’s commitment to understanding the ins and outs of our client’s business. We take pride in learning about our client’s business practices in the context of their industry. mfgCON was an excellent way for us to learn about the current industry trends and bring what we learned back to our clients.”

Congratulations to IES for hosting a successful inaugural event focusing on North Carolina’s manufacturing industry. For details about mfgCON and updates on mfgCON 2016 in Greensboro, NC, please visit: http://www.ncmep.org/mfgcon/.

Buying and selling goods or services are basic activities that underpin daily business operations. It is important to understand that even the most basic transaction created by a form purchase order and order acknowledgement is in fact a legal contract. The terms a company includes, or does not include, in its standard purchase order or acknowledgement forms have true legal meaning and can be the determining factor in a future dispute.

Article 2 of the Uniform Commercial Code (UCC) typically governs the sale of goods domestically. On the other hand, a transaction for services is typically governed by common law and will be addressed in a separate article. If a transaction is a mix of goods and services, the transaction is categorized based on which of the two, goods or services, is the predominant factor in the transaction. UCC Article 2 encourages contract formation and allows for the smooth flow of business transactions. All states, except for Louisiana, have adopted a version of UCC Article 2. It should be noted that there are some subtle differences in each states’ version of UCC Article 2 that can make a profound difference in a future dispute between parties. One example of the differences is that North Carolina is a “first shot” jurisdiction as opposed to a “last shot” jurisdiction in the battle of forms discussed below.

It is common practice that companies do not negotiate and agree to every term of a transaction when the order is for “standard” items, lower value parts, or items purchased regularly in the ordinary course of business. In these situations, it is impractical to engage legal counsel to review the other party’s standard forms or have your legal counsel customize your own standard forms for a particular transaction. Instead, the purchaser will send the supplier an order referencing the purchaser’s standard terms and conditions of purchase. The supplier will then confirm the order and reference the supplier’s standard terms and conditions of sale. It is very unlikely that the terms of the transaction referenced in each party’s standard terms and conditions will match each other. The differences between the standard terms and conditions creates, what is often referred to as, the “battle of the forms” in a subsequent dispute.

In a battle of the forms dispute under UCC Article 2: (1) additional terms that are not material in each party’s forms will be read into the contract if they are not contradicted by the forms of the other party; (2) any material alterations are not accepted; and (3) contradictory terms between the forms are “knocked out” of the contract and replaced by UCC Article 2 gap filler provisions. While this process may seem straightforward, in practice the opposing party can exploit it in a dispute to create questions of fact in order to delay an unfavorable legal outcome or as leverage to obtain a more favorable settlement offer.

A business can avoid, or at least minimize, many of the pitfalls from disputes related to the purchase of goods by: (a) ensuring that the price and quantity of goods is clearly defined; (b) address whether partial shipments of goods are allowed; (c) define what specifications and standards (including 3rd party standards) the goods must meet; and (d) especially for regulated markets, address what, if any, documentation is required with the goods. Another important protection is for a business to have standard terms of conditions of purchase as well as terms and conditions of sale that are customized for their business. It is imperative that a business forward

its vendors and suppliers with the business’ standard terms so that these terms can be applied to any future battle of the forms dispute. Without standard terms in a battle of the forms dispute, the business takes the risk of being subjected to the other party’s standard terms since the business has no standard terms to contradict the other party’s. Typical issues and items to address in your standard terms and conditions of sale/purchase will be addressed in a subsequent article.

Businesses contract for the sale of goods on a regular basis and often do not have the time or resources to review the associated risks in detail. Through a combination of working to ensure that key information is addressed in purchase orders/order acknowledgments and creating customized standard terms and conditions of purchase and sale, a business can dramatically reduce the risks associated with a potential future dispute for the purchase and sale of goods.

The information contained in this article, and in material referenced within, is intended for informational and educational purposes only, and does not constitute legal, financial, accounting, medical or other professional advice.

WILMINGTON, NC - On Wednesday, September 30th, the University of North Carolina-Wilmington's Center for Innovation and Entrepreneurship (UNCW-CIE) hosted a roundtable discussion at their Business Law Day. Revolution Law's attorneys, Henry Kopf and Amish Patel, spoke to entrepreneurs from the Wilmington area and beyond on topics such as key provisions in contracts, intellectual property protection, corporate governance, business risk management, and employer/employee relations.

The attendees ranged from entrepreneurs developing their idea to late stage start-ups looking to increase revenues. "We really enjoyed interacting with all of the small business owners on the challenging issues they are facing, whether legal or business related," said Amish Patel, adding "Our goal was to provide small business owners with a fresh perspective to the potential challenges and obstacles inherent in growing a technology focused business."

Thank you to the UNCW-CIE for putting together a tremendous event featuring Revolution Law, other service providers, and showcasing entrepreneurs in the Wilmington area. As a follow-up to this event, UNCW-CIE will be hosting a similar roundtable discussion at regularly scheduled events. Please visit http://uncw.edu/cie/ for more information.

CARY, N.C. -- Henry Kopf, founder of Revolution Law (www.revolutionlaw.net), a boutique firm providing collaborative legal services and advice to help move businesses forward, was featured at the North Carolina Center of Innovation Network’s (NC COIN) Intellectual Property Conference on June 26.

Kopf presented “Your Business and Your IP: Planning and Integration” covering a detailed analysis of how to develop a comprehensive IP plan and, once formed, connecting the IP plan to an overall business plan.

“This unique intellectual property conference provided attendees with practical information, tools, and guidance useful across multiple stages of a company’s life cycle,” Kopf said, adding, “It was the perfect opportunity to educate business owners and C-level executives on concepts like how taking the extra step of cross-checking an IP plan with a business plan makes both plans stronger.”

During his presentation, Kopf discussed the benefits of linking the two plans together and how it can prevent companies from struggling with issues down the road as they grow, bring on investors, or develop strategic partnerships. He emphasized making “conscious decisions” with respect to intellectual property such as whether to file for patent protection or rely on trade secret protection or whether to federally register a mark or rely on common law protection.

Additionally, Kopf discussed the importance of creating, formalizing, and communicating a review process for the development of future intellectual property assets. The review process helps identify the right intellectual property assets that align with the business’s objectives and how best to protect them.

Other topics covered at the conference included a review of intellectual property law covering patents, trademarks, copyrights, and trade secrets, the intersection of employment law and intellectual property, cyber security threats, and confidentiality and counterfeiting. The conference was attended by not only entrepreneurs and small business owners but also engineers and executives at mid-size and large organizations.

Events like the Intellectual Property Conference allow Kopf to share his unique combination of real world business experience and working legal knowledge with North Carolina’s entrepreneurial community. The inventor on four U.S. patents and corresponding international patents on the processing of biological fluids, improved infant formula, and optimization of filtration processes, Kopf co-founded businesses focused on development and commercialization of technology used for the filtration, purification and separations of liquids for biotechnology and pharmaceutical applications before embarking on his legal career.

Revolution Law provides collaborative legal services and advice to help businesses progress and move forward. Our real world business experience allows Revolution Law to serve clients with legal support based on the mix of law, business, technology and life. Revolution Law works arm in arm with our clients to be a true value-added service provider, helping them understand how legal and business issues interact with each other to get the professional help each client truly needs. For more information please visit www.revolutionlaw.net

Henry Kopf led a four part series in partnership with the North Carolina Center of Innovation Network (NC COIN) at the NC State Technology Incubator to provide triangle entrepreneurs and early stage companies with practical and informative information as they forge their path forward. The series began on April 15 and concluded on May 27th. The topics included:

Legal Issues of Everyday Business

Protecting IP

Fundraising & Exit strategies

International Business Transactions

The series went beyond touching the topics at a high level. Each seminar focused on providing business owners with hands on, detailed information on legal and business issues. Many of these issues were obstacles that Henry experienced while running a filtration company specializing in biotech applications. Others were issues he navigated while representing business owners in complex business disputes and litigation matters.

Attendees took advantage of a rare chance to ask questions and gain insight into everyday legal issues in an intimate and informal setting with an experienced business attorney. Thank you to the attendees, Karen Shank, Joe Magno and the rest of the NC COIN team for making this brown-bag series a success.

“Coastal Connect was a vibrant gathering of innovators sharing best practices and helping to connect one another with resources they need to take their startups to the next level,” Kopf said, adding, “It was the perfect event for Revolution Law to support, since our services revolve around helping clients understand how legal and business issues interact with each other so that each client getsthe professional help they truly need.”

Hundreds of technologists, service providers, academics, government officials, and business professionals from around North Carolina flocked to the Port City for the event which featured a chat with Hugh Forrest of SXSW Interactive, a pitch session featuring four companies (Face My Age, Easy Vote, MimiJumi, and Next Glass), six breakout sessions, three featured panel discussions, and multiple networking opportunities during and after the conference.

The event was hosted by UNC-Wilmington’s Center for Innovation and Entrepreneurship.

Kopf’s participation in Coastal Connect follows his involvement with the five-week Start Up and Early Stage Legal Series of informative, hands-on classes designed for professionals involved in startups as well as established businesses and nonprofit organizations. Kopf led the sessions, held at the NC Biotechnology Center, this past summer.

Events like the Legal Series and Coastal Connect allow Kopf to share his unique combination of real world business experience and working legal knowledge with North Carolina’s entrepreneurial community. The inventor on four U.S. patents and corresponding international patents Kopf co-founded businesses focused on development and commercialization of technology used for the filtration, purification and separations of liquids for biotechnology and pharmaceutical applications before embarking on his legal career.

RESEARCH TRIANGLE PARK, N.C. -- Collaborative business attorney Henry Kopf III has successfully led the second round of the informative five-week Start Up and Early Stage Legal Series hosted by NC COIN (North Carolina Center of Innovation for Nanobiotechnology), Shanahan Law Group, and the NC Biotechnology Center. Running from June through the end of July, the Start Up and Early Stage Legal Series consisted of informative, hands-on sessions designed for professionals involved in startups as well as established businesses and nonprofit organizations. Topics included Pre-Formation and Formation Issues, Hiring and Doing Business, Protecting Intellectual Property, Fundraising and Exits, and International Business Transactions.

“The fact that my background includes experience as an entrepreneur, and all the hits and misses that come with it, in addition to my law degree has helped me navigate clients through the treacherous waters of starting and building businesses the right way to avoid problems later on,” Kopf explained.

For example, he pointed to the simple yet often overlooked task of ensuring contracts and agreements are drawn-up correctly in order to avoid litigation down the line and minimize business disruptions when disputes due occur.

In addition to gaining insights from Kopf -- the holder of four U.S. patents who concentrates his practice in the areas of business litigation, business advisement, constitutional takings, administrative law, and technology law -- attendees learned from guest speakers such as David Swintosky of Dunning Capital, an investment banking and financial consulting services group; John Hollenbach, Managing Partner of Blue Diamond Capital and former CEO & President of Doe & Ingalls Management; John Branch and Judge William Webb of Shanahan Law Group; and General David L. Grange, a 30-year U.S. Army veteran, former CEO of PPD, and current president of Osprey Global Solutions.

This is the second time Kopf has led the Start Up and Early Stage Legal Series to provide attendees with a solid baseline of knowledge to enhance and improve their business ventures. Attendees were presented with the tools needed to build a proper foundation for their business to prevent future business problems and minimize damage and distractions such problems can cause in addition to learning how to better prepare to discuss issues with their legal team when required.